Proposed bylaw changes July 16, 2008

KOI CLUB OF SAN DIEGO, INC.

Amended and Restated Bylaws

1. INTRODUCTION

1.01 NAME: The name of the corporation is Koi Club of San Diego, Inc. Although incorporated as a non-profit corporation, it will be referred to in these Bylaws as The Club.

1.02 MISSION STATEMENT: The Club shall have as its mission:

• To promote the enjoyment and better understanding of Koi;

• To educate its members, and the public, as to the benefits of keeping Koi; and

• To promote, through research and education, constantly improving methods of providing Koi with safe and healthy environments.

2. MEMBERSHIP AND DUES

2.01 MEMBERSHIP: Anyone will be eligible for Membership. There will not be a maximum Membership limit.

The Club will have only one type of Membership: the Family Membership. A Family Membership is available to an individual or a household. Each individual member of a household (“Member”) over the age of 18 is entitled to one vote.

A Membership is not transferable.

2.02 DUES: The yearly Membership Dues shall be set by the Steering Committee. Membership Dues are not refundable in whole or in part (except in the case of an expulsion).

Yearly Dues are due on the first day of the anniversary month of Membership. Members who have not paid their Dues within 90 calendar days of the anniversary date will be removed from the Membership Roll. Reinstatement is in actuality a new Membership and will result in a new Membership with a new anniversary date.

3. OFFICERS AND THEIR DUTIES

3.01 ELECTED OFFICERS: The Board of Directors for The Club shall be all of its Elected Officers. The Steering Committee shall be the Elected Officers, Appointed Officers and any other Members attending Steering Committee meetings. The Club will have, at all times, the following Elected Officers:

President, First Vice President of Program, Second Vice President of Venue, Secretary and Treasurer

The office of President cannot be held by the same person for more than two consecutive terms, except, if a Vice President assumes the Presidency mid-term, the shortened term will not count as part of the two term limit.

3.02 APPOINTED OFFICERS: The Club will have the following Appointed Officers:

Show Chairman, Membership Chairman, Newsletter Editor, Japanese Friendship Garden Filter Coordinator, AKCA Representative, Nominating Committee Chairman, Historian, Librarian, Property Manager, ~~Web Master~~Webmaster, Publicity Chairman, KCSD Koi Health Advisor, and Members at Large

The Elected Officers shall select the Appointed Officers with the advice and consent of the Membership at a Steering Committee meeting.

3.03 TERM OF OFFICE: The ~~Term~~term of ~~Office~~office shall be one year~~, commencing~~. Each newly elected officer shall take office at a time agreed to by the ~~first~~incoming and outgoing holders of the office, but not later than July. 1. Appointed Officers ~~shall~~ may be appointed at the first Steering Committee meeting held after ~~Elected Officers take office.~~the election, but not later than the July Steering Committee meeting. Appointed Officers shall serve ~~a one year term~~until the next meeting at which appointed officers are chosen.

3.04 CREATING AND ELIMINATING OFFICER POSITIONS: The Club can create new Officer positions (either Elected or Appointed) by a majority vote of the Steering Committee. The Club can eliminate Appointed Officer positions by a majority vote of the Steering Committee.

3.05 DUTIES

3.05.01 The duties of the Elected Officers shall be:

3.05.01.01 President

• Will preside at all General or Special Membership meetings, Regular or Special Steering Committee meetings and annual elections

• Will appoint Committee Chairmen as necessary

• Will nominate the Show Chairman with the approval of a majority vote by the Steering Committee

• Will select a location for a General Membership meeting in the absence of a booking

• Will provide a monthly President's Message for The Club's newsletter

• Is authorized to expend up to $250 for The Club's business without prior Steering Committee approval

3.05.01.02 First Vice President - Program

• Will act as President when the President is absent

• Will arrange for the speakers and topics for General Membership meetings

3.05.01.03 Second Vice President - Venue

• Will, in the absence of the First Vice President - Program, act as President when the President is absent

• Will arrange locations for the General Membership meetings, provide directions and a map for the newsletter

3.05.01.04 Secretary

• Will take the minutes at all Steering Committee meetings and prepare a summary thereof

• Will assure that the summary is read and corrected at the following Steering Committee meeting

• Will ensure that the ~~Web Master~~Webmaster has a current copy of The Club's Bylaws (including amendments) for publication on The Club's ~~Website~~website and will mail a copy of The Club's Bylaws to any Member upon request

• Will prepare and respond to routine general correspondence concerning The Club

• Will attend to documents from government agencies in a conscientious and timely manner so as to maintain The Club's nonprofit status

3.05.01.05 Treasurer

• Will receive and deposit all monies into The Club's bank account

• May independently pay any normal operating expenses totaling no more than $500

• Must, for any expenditure exceeding $500, receive authorization to pay by a majority vote at a Steering Committee meeting

• Will prepare and present an annual Financial Report for the previous year and a projection of income and expenses for the coming year at the June Steering Committee meeting

• Will prepare and present a monthly report of receipts and expenses and such interim financial reports as the President requests

• Will pay the Steering Committee's approved Show Budget line items as long as they do not exceed the amount budgeted

• Will cause to be prepared any sales tax returns, and other tax returns as may be required of The Club, and pay such taxes as are lawfully due

• Will assist the Secretary in preparation of documents to government agencies

• Will conduct and maintain the drawings at General Membership meetings

3.05.02 The duties of the Appointed Officers shall be:

3.05.02.01 Show Chairman

• Will maintain a set of procedures and recommendations which shall be passed on to the next Show Chairman

• Will present specific rules and guidelines for each Koi Show at a Steering Committee meeting not later than four months prior to the Show. The rules will be adopted by a majority vote.

• Will present a Budget for the Koi Show at a Steering Committee meeting.

• Will present any Budget line item overruns at a Steering Committee meeting and must receive approval for payment by a majority vote.

3.05.02.02 Membership Chairman

• Will retain membership applications

• Will assure that a current Membership ~~Roster~~database is maintained and is available to the other officers

• Will prepare and send yearly Membership Dues renewal notices

• Will receive renewal and new Membership Dues

• Will deliver to the Treasurer, in a timely manner, all dues accompanied with an itemization

• Will order name tags and send a copy of the order to the Treasurer for payment upon receipt of a bill

3.05.02.03 Newsletter Editor

• Will obtain articles for The Club's monthly Newsletter

• Will publish/mail The Club's monthly Newsletter in a timely manner

• Will work with the ~~Web Master~~Webmaster with respect to Newsletter content for the ~~Website~~website

• Will publish information concerning Koi or events related to Koi that would be of interest to the Membership

• Will prepare and submit an annual budget for the Newsletter

3.05.02.04 Japanese Friendship Garden Filter Coordinator

• Will coordinate the maintenance of the Koi pond filter at the Japanese Friendship Garden in Balboa Park

• Will be The Club's point of contact with the Japanese Friendship Garden

3.05.02.05 AKCA Representative

• Will represent The Club at the monthly AKCA board meetings and communicate the results to the President in a timely fashion

• Will cast any required vote on behalf of The Club

3.05.02.06 Nominating Committee Chairman

• Will be responsible for creating a slate of candidates for the annual election and will call on club members for assistance as necessary

3.05.02.07 Historian

• Will retain The Club's past and future monthly meeting notices/bulletins/newsletters

• Will retain any photographs of The Club's activities that are donated to The Club

• Will retain news articles mentioning The Club or The Club's members

• Will retain from the Annual Koi Show: a pin, brochure, announcement and list of prize winners

• Will make an annual album or files containing the above which will be transferred to the new Historian

3.05.02.08 Librarian

• Will maintain a resource book which contains information about persons, businesses and organizations which might be of help to the membership, said resource book to be made available at the General Membership meetings

• Will maintain a resource book containing information, to the extent individual members wish to share such, about types of ponds, filtration systems, pond plants, and fish owned by the membership which might be of help to other members

3.05.02.09 Property Manager

• Will maintain the list of The Club's tangible assets, their cost and their location

• Will obtain storage space for The Club's assets

• Will prepare and submit an annual budget

~~3.05.02.02~~ ~~Web Master~~

3.05.02.10 Webmaster

• Will maintain The Club's ~~Website~~website

• Will maintain the list of The Club's officers.

3.05.02.11 Publicity Chairman

• Will contact print, radio, TV and Internet media regarding The Club's events and activities including the Annual Koi Show

3.05.02.12 KCSD Koi Health Advisor

• Must have completed the AKCA KHA course

• Must maintain AKCA KHA certification through continuing education credits

• Shall assist The Club's members with pond/koi issues via phone, email and/or pond visits

• May provide KHA assistance to the Japanese Friendship Garden's koi pond as long as The Club provides filter and water quality maintenance

• Shall provide current KHA information at The Club's General Meetings and Steering Committee Meetings as necessary

• Shall provide KHA updates to The Club's newsletter and website as necessary

3.05.02.13 Members At Large

• Will assume such duties as assigned by the Steering Committee

4. RECALL PROCESS

4.01 INITIATING RECALL: Any Member may request the recall of an Officer by written request addressed to the Secretary, to the President, or to both. The request must state the specific events or charges showing good cause for initiating the recall process.

4.02 INVESTIGATIVE COMMITTEE: Upon receipt of a written recall request, the President will appoint an Investigative Committee with a minimum of three (3) Members, preferably consisting of at least one past President, one person recommended by the Officer charged, and one other Member with a long history of service to The Club. The Investigative Committee will be given the responsibility of investigating the charges and reporting its findings to the Steering Committee within 30 days.

4.03 REPORT AND HEARING: The Investigative Committee will report its findings at a regular or special Steering Committee meeting. After the report is received and the Officer charged is given an opportunity to speak, a vote on the question of recall will be taken with the Officer under question and the Member who brought the charges abstaining. The vote will be conducted by secret ballot.

4.04 RECALL VOTE: If two-thirds (2/3) of the Steering Committee votes are in favor of recall, then at the next General Membership Meeting a Member of the Investigative Committee will call for a secret ballot vote of recall after:

• Reading the charges as outlined in the written recall request, or such charges as amended by the Steering Committee in light of the report

• Notifying the Membership of the Investigative Committee's findings and

• Notifying the Membership that two-thirds (2/3) of the Steering Committee voted for recall

4.05 REMOVAL AND REPLACEMENT: If two-thirds (2/3) of the votes at the General Membership Meeting are in favor of recall, then:

• That Officer's position is immediately vacant and the President will appoint a person to fill the vacancy with the approval of a majority vote at the next Steering Committee Meeting

• In the event the President is recalled, the First Vice President-Program becomes the President

5. MEETINGS

5.01 GENERAL MEMBERSHIP: Unless otherwise announced, a General Membership meeting will be held the second Sunday of each month. The location and the time of each meeting will be announced in The Club's monthly Newsletter. A voting quorum will consist of 20 club members.

5.02 STEERING COMMITTEE: For the purpose of conducting The Club's day-to-day business, regular Steering Committee meetings will be held the third Wednesday of the month, unless another date is announced in the monthly Newsletter, at a General Membership meeting or otherwise called by the President. Five Members, which must include at least three (3) Elected officers, must be present for a quorum. All members in good standing are encouraged to attend Steering Committee meetings and are eligible to vote. Any item brought to a vote needs only a majority vote of approval to pass. Special Steering Committee meetings will be held, as necessary, at the discretion of the President.

5.03 THE KOI SHOW: The Club's Annual Koi Show will be that month's General Membership Meeting and business meeting activities may be suspended or curtailed.

6. VOTING

6.01 THE BALLOT: For the yearly slate of elected officers, each Member is entitled to one vote.

6.02 VOTING ON GENERAL MATTERS: For items brought to a vote at General Membership meetings and Steering Committee meetings, each adult member in attendance has one vote. Proxies will not be honored by The Club.

7. CALENDAR FOR ELECTIONS

7.01 APRIL'S GENERAL MEMBERSHIP MEETING

• Nominations will be open for all Elected Officers

• Nominations may be made in person at the meeting or mailed to the Nominating Committee Chairman in sufficient time to be received prior to May 1^st

• A nomination must be made by a Member

7.02 MAY'S GENERAL MEMBERSHIP MEETING

• The candidates for The Club's Elected Officers will be distributed as part of the June Newsletter.

• Absentee ballots may be requested from The Club's Secretary for those unable to attend the June meeting and must be received by the Secretary prior to the June meeting

7.03 JUNE'S GENERAL MEMBERSHIP MEETING

• The election will be conducted by the President and the names of the new Elected Officers will be announced by the President. The results of the election will be published in the July Newsletter.

• ~~The new officers will assume their respective positions the first of July.~~

8. EXPULSION: Any Member may recommend the expulsion of another Member

for cause by a written request addressed to the Secretary, President or both.

Dishonesty, misconduct, or misrepresentation are the only reasons for expulsion, and the request must state the specific circumstances which justify expulsion.

Upon receipt of a request that a Member be considered for expulsion, the President will appoint an Investigative Committee and follow the procedures set forth for a recall. The President will send notification of the charges to the Member and invite said Member to be heard at the time the Steering Committee receives its report.

If two-thirds (2/3) of the Steering Committee votes for expulsion, then at the next General Membership meeting, the presiding officer will call for a vote of expulsion (with the Member charged and the Member who brought the charges abstaining).

If two-thirds (2/3) of the votes are for expulsion, then the Treasurer will refund a pro-rated portion of the Membership Dues.

The Membership Chairman will remove the Member from The Club's Membership Roster and the expelled Member cannot apply for Membership again for such period of time as the President shall determine as being appropriate, but in no event shall said period of time be for less than two years.

9. GENERAL

9.01 THE MEMBERSHIP ROSTER: The Club will not donate or sell the Membership Roster for any purpose.

9.02 COMMERCIAL ACTIVITY AT MEETINGS: The Club desires that persons who earn a living directly or indirectly through the sale of fish, or other commercial activity associated with fish rearing, hold Membership and participate in Club activities. However, as a general rule, it will be against The Club rules to conduct business during meetings. This is not intended to keep dealer professionals from giving out business cards if such are requested by Members, nor would it be deemed inappropriate to bring supplies, samples, or information for delivery to a Member if the dealer is specifically asked to do so by said Member, so long as such activity is done discreetly so as not to detract from the meeting.

10. AMENDMENTS: Any Member may request an amendment to The Club's Bylaws by presentation at a Steering Committee meeting or mailing to the Secretary for presentation at a Steering Committee meeting.

The change requested shall be read, discussed and voted upon at a Steering Committee meeting as soon as possible following the receipt of an amendment request.

A change to the Bylaws requires a majority vote by the Steering Committee,

Notice of the proposed change in the Newsletter and approval by a majority vote at the next General Membership meeting.

The amendment, if approved, becomes effective the first of the month following General Membership approval.

11. LIQUIDATION: In the event that Membership in The Club falls below ten (10),

liquidation should be considered.

Liquidation of the Corporation and distribution of The Club's assets will be decided by the Steering Committee at a special meeting called for said purpose. Said meeting will require written notice to be sent to all Members at least fourteen (14) days in advance of the meeting. A quorum shall be the Members in attendance and liquidation of the Corporation and disposition of The Club's assets will be at the discretion of the Members present.

Should liquidation occur, all assets remaining after covering outstanding debts and the cost of liquidation must be donated to a nonprofit organization, preferably one involved with living fish. .

VERIFICATION

The undersigned verifies that the above Bylaws for The Koi Club of San Diego, Inc. were adopted by majority vote of the Steering Committee on July 16, 2008, and by a majority vote of the General Membership on ______________________________.

__________________________________

~~Shirley Elswick~~Phyllis Spoor, Secretary